Power Medical Interventions, Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 30th, 2007 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • New York
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EMPLOYMENT AGREEMENT (Joseph Camaratta)
Employment Agreement • March 27th, 2009 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

This Employment Agreement dated as of January 5, 2009 (this “Agreement”) is made by and between Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and Joseph Camaratta (“Executive”).

Contract
Power Medical Interventions, Inc. • May 14th, 2007

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

POWER MEDICAL INTERVENTIONS, INC. Warrant to Purchase Common Stock
Power Medical Interventions, Inc. • May 14th, 2007

THIS CERTIFIES THAT for value received, [ ] or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from the Company, at any time during the Term of this Warrant, [ ] of shares of common stock, $0.001 par value, of the Company (the “Common Stock”), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 14th, 2007 • Power Medical Interventions, Inc.

This Agreement and Plan of Merger dated as of August 8, 2003 (this “Agreement”) is made by and among Power Medical Interventions, Inc., a Pennsylvania corporation (“PMI-PA”), and Power Medical Interventions, Inc., a Delaware corporation and wholly-owned subsidiary of PMI-PA (“PMI-DE”).

POWER MEDICAL INTERVENTIONS, INC.
Power Medical Interventions, Inc. • August 10th, 2009 • Surgical & medical instruments & apparatus

On July 28, 2009, Power Medical Interventions, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with United States Surgical Corporation and Covidien Delaware Corp. Pursuant to the Merger Agreement, Covidien Delaware Corp. will commence a tender offer (the “Offer”) to purchase all of the Company’s outstanding shares of Common Stock, par value $0.001 per share, (the “Shares”), for $2.08 per Share, without interest, in cash (the “Offer Price”). After the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Covidien Delaware Corp. will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of United States Surgical Corp. (the “Transaction”). The purpose of this letter agreement is to come to an agreement with respect to, and/or otherwise explain how the Transaction will affect all outstanding warrants held by you to purchase Shares (the “Warra

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2007, by and among Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Buyer” and collectively, the “Buyers”).

POWER MEDICAL INTERVENTIONS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • Delaware

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into as of June 26, 2006, by and among (i) Power Medical Interventions, Inc., a Delaware corporation (the “Company”); (ii) the purchasers of the Series D Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series D Preferred”) listed as “Series D Holders” on the Schedule of Preferred Holders attached hereto, together with certain other persons or entities that become parties to this Agreement after the date hereof in accordance with Section 26 (each a “Series D Holder”); (iii) the holders of the Series C Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series C Preferred”) listed as “Series C Holders” on the Schedule of Preferred Holders attached hereto (each a “Series C Holder”); (iv) the holders of the Series B Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred”) listed as “Series B Holders” on the Sch

August 10, 2009 Dear Stockholder:
Power Medical Interventions, Inc. • August 10th, 2009 • Surgical & medical instruments & apparatus

We are pleased to inform you that on July 28, 2009 Power Medical Interventions, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with United States Surgical Corporation (“Parent”) and Covidien Delaware Corp. (“Merger Sub”), both of which are wholly owned indirect subsidiaries of Covidien plc (“Covidien”), pursuant to which Merger Sub is commencing a tender offer today to purchase all of the outstanding shares of the Company’s common stock for $2.08 per share in cash, without interest and less any required withholding taxes.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Michael P. Whitman)
Employment Agreement • February 9th, 2009 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

This Second Amendment to Second Amended and Restated Employment Agreement dated as of February 6, 2009 (this “Second Amendment”), is made by and between Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and Michael P. Whitman (“Executive”).

AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION COVIDIEN DELAWARE CORP. AND POWER MEDICAL INTERVENTIONS, INC.
Agreement and Plan of Merger • July 30th, 2009 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Michael P. Whitman)
Employment Agreement • May 14th, 2009 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

This Third Amendment to Second Amended and Restated Employment Agreement dated as of May 14, 2009 (this “Third Amendment”), is made by and between Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and Michael P. Whitman (“Executive”).

MACHINERY AND EQUIPMENT LOAN FUND SECURITY AGREEMENT
Machinery and Equipment Loan Fund • May 14th, 2007 • Power Medical Interventions, Inc. • Pennsylvania

THIS AGREEMENT made this 21 day of December, 2005, effective as of December 21, 2005, (the “Effective Date”) between POWER MEDICAL INTERVENTIONS, INC., a corporation organized and existing under the laws of Delaware and having its principal offices at 2021 Cabot Boulevard West, Langhorne, Pennsylvania 19047 (the “Debtor”) and the COMMONWEALTH OF PENNSYLVANIA, acting through the DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT with an office at 400 North Street, 4th Floor, Harrisburg, Pennsylvania 17120 (the “Department”).

LICENSE AND DEVELOPMENT AGREEMENT DATED AS OF SEPTEMBER 9, 2008 BETWEEN POWER MEDICAL INTERVENTIONS, INC. AND INTUITIVE SURGICAL, INC.
Reload Supply Agreement • November 14th, 2008 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • New York

This License and Development Agreement (this “Agreement”) is made as of September 9, 2008 (“Agreement Date”), by and between Power Medical Interventions, Inc., a Delaware corporation having its principal place of business at 2021 Cabot Boulevard, Langhorne, Pennsylvania 19047 (“PMII”), and Intuitive Surgical, Inc., a Delaware corporation having its principal place of business at 1266 Kifer Road, Sunnyvale, California 94086 (“ISRG”). Capitalized terms that are used, but not defined, on this page of this Agreement shall have the meanings set forth in Section 1.

MACHINERY AND EQUIPMENT LOAN FUND LOAN AGREEMENT
Loan Agreement • May 14th, 2007 • Power Medical Interventions, Inc.

THIS LOAN AGREEMENT, MADE this 21 day of December, 2005, effective as of December 21, 2005 (the “Effective Date”) BY AND BETWEEN POWER MEDICAL INTERVENTIONS, INC., a corporation organized and existing under the laws of Delaware and having an address of 2021 Cabot Boulevard West, Langhorne, Pennsylvania 19047 (the “Borrower”) and THE COMMONWEALTH OF PENNSYLVANIA, acting by and through the DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT, having its principal place of business at Commonwealth Keystone Building, 400 North Street, Fourth Floor, Harrisburg, Pennsylvania 17120 (the “Department”).

SECURITY AGREEMENT
Security Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • New York

This Security Agreement, dated as of March 30, 2007, by and among Power Medical Interventions, Inc., a Delaware corporation (the “Company” or the “Grantor”), in favor of The Bank of New York, a New York banking corporation (“BONY” or the “Collateral Agent”), as collateral agent for the ratable benefit of the holders (the “Holders”) of the Company’s 7% Convertible Senior Secured Notes due 2010 (including the PIK Notes (as defined in the Purchase Agreement), and in all cases, as amended, restated, supplemented, substituted, replaced or exchanged from time to time, the “Notes”) under the Securities Purchase Agreement, dated as of March 30, 2007 (as amended, modified, supplemented and/or restated from time to time, the “Purchase Agreement”), by and among the Company and the Holders.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • New York

This Securities Purchase Agreement (the “Agreement”), dated as of March 30 2007, by and among Power Medical Interventions, Inc. a Delaware corporation, with headquarters located at 2021 Cabot Boulevard West, Langhorne, PA 19047 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (John P. Gandolfo)
Employment Agreement • March 31st, 2008 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

This First Amendment to Employment Agreement dated as of February 4, 2008 (this “First Amendment”), is made by and between Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and John P. Gandolfo (“Executive”).

CONSULTING AGREEMENT
Consulting Agreement • March 27th, 2009 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

This Consulting Agreement (this “Agreement”) dated as of January 5, 2009 (the “Effective Date”), is made by and between Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and John P. Gandolfo (the “Consultant”).

AMENDMENT TO NOTES AND REGISTRATION RIGHTS AGREEMENT
Notes and Registration Rights Agreement • February 1st, 2008 • Power Medical Interventions, Inc. • Surgical & medical instruments & apparatus

This Amendment to Notes and Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2008, by and among Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Holder” and collectively, the “Holders”).

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